Constitution

TENNIS CENTER OWNERS ASSOCIATION INC.

CONSITUTION

PART A OBJECTS AND POWERS

NAME

The name of the association is TENNIS CENTRE OWNERS ASSOCAIATION INC. (trading as Tennis Brisbane)(“the Association”).

2 OBJECTS

2.1 The Association is established to:

(a) organise a network of privately owned tennis centres for the mutual benefit of owners;

(b) implement comprehensive programs for the promotion and administration of tennis in accordance with the concepts and philosophies of the Association.

(d) co-ordinate corporate sponsorship for tennis competitions, players and tennis centres

(e) generally promote tennis as a prestige sporting activity; and

(f) to organise tennis fixtures and tournaments

2.2 The primary objective of the Association is:

(a) to establish a comprehensive development program for the future of tennis conducted at times and places as determined by the Executive Committee, creating a “club” atmosphere at the participating centres; and

(b) to systematically introduce a unified professional image for all aspects of tennis including:

(i) junior development;

(ii) unity and compatibility with all aspects of tennis marketing;

(iii) general merchandising;

(iv) corporate sponsorship;

(v) restructuring of tennis formats for all age groups to stimulate lost enthusiasm; and

(vi) fixtures and tournaments

3 POWERS

3.1 The Association’s powers are to:

(a) enter into any form of co-operation or union with any organisation or body having objects similar to the Association to make arrangements for any occasion, purpose or event;

(b) take an active interest in legislation, rules and regulations governing the sport of tennis and the operation and management of a tennis centre;

(d) buy, sell and deal in all kinds of articles and commodities, both liquid and solid, to further the objects of the Association;

(e) publish and print any publication to further the objects of the Association;

(f) obtain any order in councilor act of parliament for enabling the Association to achieve its objects, or for effecting any modification of the Association’s constitution or for any other purpose;

(g) oppose any proceedings which may seem to prejudice the members, property or rights of the Association;

(h) secure money to further the Association and to repay monies owing by the Association under any security and to charge the property of the Association both present and future as required;

(i) expend money received fro any source for any purpose which will further the objects of the Association;

(j) solicit and receive donations and legacies (subject to any trust or not) for the purpose of furthering the objects of the Association;

(k) purchase, lease, hire, or otherwise acquire any land, buildings, or interest in property, real or personal, and to develop, sell, mortgage, transfer, lease, dispose or deal with or use such property or rights in any manner;

(l) invest and deal with the moneys of the Association as may be required;

(m) formulate and implement BY-LAWS for regulating the membership of the Association, the rights, obligations and eligibility of players to compete in any tennis fixtures or tournament conducted by the Association and the rights, obligations and eligibility of spectators know to any player to attend any fixture or tournament conducted by the Association;

(n) do all things incidental or conducive to further any of the objects of the Association.

PART B – MEMBERSHIP

4 MEMBERSHIP

4.1 The Association has 2 classes of membership;

(a) ordinary; and

(b) players.

5 MEMBERSHIP APLLICATION

5.1 Any application for membership must be submitted to the Executive Committee.

5.2 All applications for ordinary membership must be submit a duly completed application form, being the form approved by the Executive Committee for application for ordinary membership, together with a personal profile, which includes:

(a) name of the applicant as representative for the commercial tennis centre for whom membership is sought;

(b) name of the commercial tennis centre being represented by the applicant;

(d) address and contact details for the applicant and the commercial tennis centre;

(e) details of the number of courts, facilities and services of the commercial tennis centre (refer to requirements in BY-LAWS of the Association);

(f) professional or other relevant qualifications and references for the applicant;

(g) details of any relationship with any potential sponsor or supplier;

(h) details of public liability insurance cover held by the commercial tennis centre (must be a minimum of $5 million); and

(i) any further matters which may be required in the BY-LAWS.

5.3 All applicants for players membership must submit a duly completed application form, being the form approved by the Executive Committee for application for players membership.

5.4 The Executive Committee may admit or reject an application, or may admit an application subject to such conditions as the Executive Committee sees fit.

5.5 The Executive Committee must reject the application for ordinary membership of any person where another person already holds membership of behalf of that commercial tennis centre or where the commercial tennis centre does not satisfy the requirements for a commercial tennis center established in the BY-LAWS of the Association. The applicant has no right of appeal in such instance.

5.6 Within 7 days of the decision of the Executive Committee to reject an applicant, other than a rejection pursuant to rule 5.5, that applicant may submit a notice of appeal for the matter to be submitted for consideration as a special resolution at the next general meeting of the Association. All ordinary members will be given notice of the special business to be considered. The applicant will be rejected if a majority of at least three quarters of the ordinary members at the general meeting support the decision of the Executive Committee. The applicant may attend and be heard in their own defence. The applicant will not be present at the voting.

5.7 Once the decision to reject an applicant has been made by the ordinary members at a general meeting no person will have the right of appeal against the rejection of membership.

5.8 Any annual subscription fees paid to the Association by an unsuccessful applicant shall be refunded however nomination fees are not refundable and will be retained by the Association for its own use absolutely.

6 ORDINARY MEMBERSHIP

6.1 The number of ordinary memberships us unlimited.

6.2 The Association may admit to ordinary membership one representative of a tennis court property where that property;

(a) is licensed by the relevant local authority as a commercial tennis centre; and

(b) satisfies the conditions for a tennis court property as listed in the BY-LAWS of the Association;

and where the representative is either the owner, manager or operator of the tennis court property. Only one membership per tennis court may be granted.

6.3 The holder of an ordinary membership may hold office on the Executive Committee and shall be entitled to 1 vote at any general meeting.

6.4 The holder of an ordinary membership who ceases to be an owner, manager or operator of a commercial tennis center shall become the holder of a player membership only.

7 PLAYERS MEMBERSHIP

7.1 The number of players memberships is unlimited.

7.2 The Association may admit to player’ membership, whether subject to conditions or otherwise, any person who agrees with the objects of the Association and who participates in any program, event or other activity scheduled or arranged by the Association.

7.3 The holder of a players membership may not hold office on the Executive Committee, may not attend meetings, unless invited by the ordinary membership, and, shall not be entitled to vote at any general meeting unless or any other meeting of the Association.

7.4 The holder of a players membership who ceases to be a participant in any program, event or other activity scheduled or arranged by the Association shall lose membership.

7.5 Players Members shall participate at tennis centres owned, managed or operated by Ordinary Member.

8 REGISTER OF MEMBERS

8.1 The Association shall keep a register of:

(a) names;

(b) addresses;

(d) any other particulars the Executive Committee prescribes;

of each current holder of membership.

9 PARTICULARS

9.1 Each holder of membership shall notify the Association in writing of any change of their particular.

10 ANNUAL SUBSCRIPTION AND FEES

10.1 Any nomination fee and annual subscription payable by members will be determined by a special resolution at a general meeting of the Association and published in the BY-LAWS.

10.2 Any application for membership will not be considered until the nomination fee and annual subscription have been received by the Association.

10.3 Annual subscriptions are due and payable to the Association on 1 January each year.

10.4 Upon payment of the annual subscription each member shall be given an acknowledgement stating the date to which that member is a financial member.

11 CESSATION OF MEMBERSHIP

11.1 A member whose annual subscription remains un paid for 3 months after the due date will cease to be a member of the Association.

11.2 A member who has acted contrary to the constitution, by laws or the objects of the Association may be expelled from the Association by a special resolution of a majority of the Executive Committee at an Executive Committee meeting. All members of the Executive Committee will be given notice of the special business to be considered. The member may attend and be heard in their own defence. The member will not be present at the voting.

11.3 A member expelled will cease to be a member of the Association and shall forfeit all claims to a return of monies paid by then to the Assocaition.

11.4 Within 7 days of the decision of the Executive Committee to expel a member, that member may submit a notice of appeal for the matter to be submitted for consideration as a special resolution at the next general meeting of the Association. All ordinary members will be given notice of the special business to be considered. The member will be expelled if a majority of at least three quarters of the ordinary members at the general meeting support the decision of the Executive Committee. The member may attend and be heard in their own defence. The member will not be present at the voting.

11.5 Once the decision to expel a member has been made by the ordinary members at a general meeting no person will have a right of appeal against the rejection or termination membership.

11.6 Any member may retire from membership at any time by giving written notice to the Secretary. A retiring member is liable for any subscriptions due to them.

12 MEMBERSHIP – GENERAL

12.1 No member is entitled to vote on any occasion while any monies payable by them to the Association remain unpaid for more then 30 days.

12.2 A member whose annual subscriptions remains unpaid for 3 months after the due date will cease to receive the Association publications.

12.3 At reasonable times the members may use in common the premises and property of the Association but shall indemnify the Association against all damages caused by their negligence, misuse or abuse to the premises and property.

PART C – EXECUTIVE COMMITTEE

13 EXECUTIVE COMMITTEE

13.1 The management and control of the business and affairs of the Association is vested in the Executive Committee “EC”. Office bearers of the EC are the:

(a) President;

(b) Vice President

(d) Treasurer;

(e) Chief Executive Officer

(f) 3 Board Members.

13.2 All EC members will be elected each year at the annual general meeting and will hold office until the end of the next annual general meeting, unless the members resigns or is removed from office by resolution of the EC, when they shall be eligible for re-election.

13.3 To elect EC members:

(a) any 2 financial ordinary members of the Association may nominate any other ordinary member, provided that member is not less that 18 years of age, to serve as an EC member;

(b) if candidates are not nominated the EC may nominate any ordinary member;

(c) each financial ordinary member at the annual general meeting may vote for any number of candidates not exceeding the number of vacancies;

(d) the position of Chief Executive Officer is automatically filled by the person who is the Chief Financial Officier of the Tennis Court Owners Association Inc. at any point in time; and

(e) the persons nominated to fill the 3 Board Members positions must be Board Members of the Tennis Court Owners Association Inc.

13.4 Any causal vacancy on the EC may be filled by an ordinary member elected by special resolution but any person appointed will hold office until the incoming EC elected at the following annual general meeting takes office immediately following the meeting.

13.5 No Committee Member shall hold the same position on the EC for more than 3 consecutive years however where no other person is nominated for that EC position and the present position holder, who has held the position for 3 years, as efficiently and diligently fulfilled the requirements and tasks of the position the current EC may re-appoint that Committee Member to that EC position.

13.6 The office of an EC member will become vacant if the EC member:

(a) ceases to be a member

(b) resigns their office by giving 1 months written notice to the Secretary (or where the Secretary is resigning, by giving 1 months written notice to the President);

(d) is removed from the office at a General Meeting where that member shall be given the opportunity to fully present their case. The question of removal shall be determined by special resolution.

13.7 The Association may by a special resolution passed at a General Meeting;

(a) increase or decrease the number of EC members;

(b) change the function of any of the EC members; and

(c) elect to combine the positions of Secretary and Treasurer and the office bearer in this position shall be know as the “Secretary/Treasurer”.

14 POWERS AND DUTIES OF THE EXECUTIVE COMMITTEE AND ITS MEMBERS

14.1 The EC may exercise all powers of the Association that are not, by this constitution, required to be exercised by the Association in General Meetings.

14.2 The duties of the EC are to:

(a) deal with all matters in conjunction with the management and conduct of the Association, financial or otherwise;

(b) deal with all matters not provided for in this constitution in such a manner as they deem best in the interests of the Association;

(d) keep an up to date register of the Association property and its state of repair;

(e) introduce, amend and/or rescind any policies, payments or rules effecting the functions of the Association; and

(f) appoint or delegate any persons or entities deemed necessary to perform specific tasks.

14.3 The duties of the President are to:

(a) preside over all activities, functions and policies of the Association with the complete support or consolation of the Vice President either jointly or severally;

(b) in matters requiring urgency, to act on behalf of the Association, but any such action must be submitted for review to the next EC meeting;

14.4 The duties of the Vice President are to:

(a) assist the President and in the absence of the President, perform the full duties and accept the full responsibilities of the President;

(b) preside as Chairman in the absence of the President.

14.5 The duties of the Secretary are to:

(a) be involved in convening meetings where necessary;

(b) conduct appropriate business;

(d) attend to all correspondence;

(e) keep records of the minutes of all meetings, including minutes of:

(i) appointment of officers;

(ii) names of members of EC present at all meetings of the Association and of the EC; and

(iii) of all proceedings at all meetings of the Association and of the EC;

(f) give notice of all meetings to Committee and financial members of the Association;

(g) attend to other duties normally associated with the position.

14.6 The duties of Treasurer are to:

(a) keep the necessary books and accounts of the Association so that the financial position of the Association can be readily ascertained at all times;

(b) prepare a statement of receipt and expenditure and a balance sheet for submission to the annual general meeting;

(d) present the books and accounts to the Auditor;

(e) keep a register of the current financial status of each member, with respect to subscriptions and fees; and

(f) report to the Chief Executive Officer of the Association on a monthly basis concerning the financial status of the Association.

14.7 The duties of the Chief Executive Officer are to:

(a) make policy recommendations to the EC;

(b) fulfill the role of Results Administrator and to:

(i) record all results on a weekly basis and the tabulation and compounding of individual and team achievements; and

(ii) advertise weekly results in the media acknowledging the sponsors name or product as well as the relevant results;

(i) work with the Results Administrator where necessary;

(ii) be responsible for promoting the objectives of the Association; and

(iii) obtain exposure for the sponsors’ products and/or name in regular and various segments of the media;

(d) appoint one or two other individuals to fulfill each of the roles of Results Administrator and Promotions Officer if such an appointment is approved by the Board of the Tennis Courts Owners’ Association Inc. or the EC;

(e) Report to the EC in relation to any complaint received by him or her from any personal pursuant to the BY-LAWS of the Association in relation to a breach or suspected breach of the Code of Conduct of the Association.

14.8 The Chief Executive Officer is not entitled to vote at any meetings of the Association.

14.9 The duties of the 3 Board Members are to:

(a) make policy recommendations to the EC;

(b) do all acts, matters or things to ensure the effective operations of the Association; and

15 PROCEEDINS OF THE EXECUTIVE COMMITTEE

15.1 The EC may regulate its meetings as it thinks fit. In the usual course the format of the meeting will be:

(a) introduction by the President (or acting chairperson);

(b) acknowledgement of attendees;

(d) discussion of business arising from the minutes of the previous meeting;

(e) review of correspondence received or dispatched;

(f) financial report; and

(g) general business.

15.2 EC Meetings will be held at least once every 3 calendar months.

15.3 Questions arising at any meetings shall be decided by a majority of votes. In the case of an equality of votes the President has the deciding/casting vote.

15.4 Any 2 members of the EC may summon a meeting of the EC with at least 48 hours notice.

15.5 The quorum necessary for the transaction of the business of the EC may be fixed by the EC, and unless so fixed shall be 4.

15.6 The continuing members of the EC may act despite any vacancy on the EC but if their number is reduced below the number fixed by rule 15.5 the continuing members may:

(a) act for the purpose of increasing the number of members of the EC to that number; or

(b) summon a General Meeting of the Association;

but for no other purposes.

15.7 The chairperson of the EC meeting is the President or if there is no President or if at any meeting the President is not present within 10 minutes of the time appointed for the meeting the members of the EC may choose one of their number to be chairperson.

15.8 The EC may, from time to time, make rescind and alter any BY-LAWS not inconsistent with or contrary to this constitution for the conduct and control of the Association affairs, functions and events. The EC will consider submissions by members when drafting BY-LAWS. The decision of the EC as to the content, form and all other matters in connection with the BY-LAWS shall be final and the membership acknowledges that no other party, organisation or government department is involved in the amendment of the BY-LAWS of the Association.

15.9 The EC may establish other committees from members of the Association and may delegate any of its powers or functions (not being duties imposed upon the EC by these rules) to those committees. A committee so formed will conform with the EC. Members of such committees shall have 1 vote.

15.10 All acts done by:

(a) any meeting of the EC;

(b) any person acting as a member of the EC;

are valid despite subsequent discovery of some defect in the appointment of the:

(d) member of the EC;

(e) EC;

(f) committee established by the EC; or

(g) person acting as a member of the EC.

15.11 The EC may appoint assistant secretaries and other officers for special duties and may revoke any such appointments at any time.

PART D – MEETINGS

16 ANNUAL GENERAL MEETINGS

16.1 An annual general meeting (“AGM”) of members must be held:

(a) at least once a year; and

(b) within 3 months after the end of the Association’s previous financial year;

at a date, time and place determined by the EC.

16.2 Business to be conducted at an AGM includes:

(a) consideration of the accounts and balance sheets;

(b) consideration of the reports of the:

(i) President

(ii) auditors for the past year;

(d) any other general business.

16.3 The above business is ordinary business and all other business is special business.

16.4 The election of the EC at the AGM will be conducted by a show of hands or by secret ballot whee there is more than one nominee for position. The Chief Executive Officer is not entitled to vote.

16.5 Notice in writing of an AGM will be given to all member at least 14 days before the meeting.

16.6 A notice of meeting will specify the date, time and place of the meeting and the nature of the business to be conducted.

16.7 Accidental omission to give a notice of meeting to or the non-receipt of notice of a meeting by any member will not invalidate proceedings at a meeting.

17 EXTRAORDINARY GENERAL MEETING

17.1 The EC may convene an extraordinary general meeting (“EGM”).

17.2 The EC will on the receipt of a requisition by 20 ordinary members forthwith proceed duly to convene an EGM of the Association to be held not later than 30 days after the receipt by the Association of the requisition.

17.3 A requisition will specify any motion it is proposed to put before the meeting.

17.4 In default of the EC convening an EGM within the time specified in rule 17.2 the requisitionist may convene the EGM.

17.5 Notice in writing of an EGM will be given to all members at least 14 days before the meeting.

17.6 A notice of meeting will specify the date, time and place of the meeting and the nature of the business to be conducted.

17.7 Accidental omission to give a notice of meeting to or the non-receipt of notice of a meeting by any member shall not invalidate proceedings at a meeting.

17.8 A resolution is carried when it is passed by a majority of not less than three quarters of members present and entitled to vote.

18 ORDINARY GENERAL MEETINGS

18.1 All other general meetings of the Association are ordinary general meetings to be held when ever deemed necessary by the Chief Executive Officer.

19 PROCEEDINGS AT GENERAL MEETINGS

19.1 No business will be conducted at any general meeting (“GM”) unless a quorum of members is present at the time when the meeting proceeds to business.

19.2 A quorum is 8 ordinary members personally present.

19.3 If 30 minutes after the time appointed for the meeting a quorum is not present, the meeting, if convened upon a requisition of members, will be dissolved; in any other case, it shall stand adjourned until the next meeting at the same time and place. If at the adjourned meeting a quorum is not present 30 minutes after the time appointed for the meeting, the members present shall be a quorum.

19.4 The President, or in the President’s absence, the Vice-President will preside as chairperson at every GM. If the President and Vice President are not present at the time appointed for the meeting the members present will elect 1 of their number to be chairperson of the meeting.

19.5 The chairperson may with the consent or at the direction of any meeting at which a quorum is present adjourn the meeting but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

19.6 When a meeting is adjourned for 30 days or more, notice of an adjourned meeting shall be given as in the case of an original meeting.

19.7 At any GM a resolution put to vote of the meeting shall be decided on a show of hands, unless a poll is demanded by at least one third of the members present in person and entitled to vote.

19.8 Unless a poll is demanded a declaration by the chairperson that a motion has on a show of hands been carried or lost and an entry to that effect in the book containing the minutes of the proceedings of the Association is conclusive evidence of the fact.

19.9 A resolution in respect or ordinary business is carried when it is passed by a majority of members present and entitled to vote at a GM.

20 SPECIAL BUSINESS

20.1 Notice in writing of any special business to be considered or of any special resolution to be made will be given to all members at least 14 days before the meeting.

20.2 A notice of meeting will specify the date, time and place of the meeting and the nature of the special business to be conducted.

20.3 Accidental omission to give a notice of meeting to or the non-receipt of notice of a meeting by any member shall not invalidate proceedings at a meeting.

20.4 A resolution in respect of a special business shall be deemed carried when it is passed by a majority of not less than three quarters of members present and entitled to vote at a GM.

21 VOTING AT MEETINGS

21.1 A member may vote in person or by proxy.

21.2 The appointment of a proxy will be in the following form;

“I of

being a member of the Tennis Centre Owners Association Inc., appoint

and failing that person

as my proxy to vote for me on my behalf at the annual/extraordinary/general meeting of the Association to be held on the day of 20 .

Signature

21.3 The instrument appointing a proxy must be deposited with a member of the EC prior to the commencement of any meeting or adjourned meeting at which the person named in the instrument proposes to vote.

22 MINUTES OF MEETINGS

22.1 The Association will maintain a minute book which is open for inspection at all reasonable times by any member who previously applies to the secretary for that inspection.

22.2 The Secretary will enter in the minute book a full and accurate record of the proceedings of every AGM, EGM and GM.

22.3 The chairperson of the meeting will sign the minutes verifying their accuracy.

22.4 The minutes will be distributed to all ordinary members. If no member objects within 1 month of the date of their receipt of the minutes to the accuracy of the minutes they are assumed correct.

22.5 The Secretary will also enter in the minute book a full and accurate record of the proceedings of every EC meeting which the chairperson will sign correct.

PART E – FINANCIAL

23 FINANCIAL

23.1 The financial year of the Association will end on 31 December each year.

24 FUNDS AND ACCOUNTS

24.1 The EC will cause proper accounting and other records to be kept.

24.2 The EC will distribute copies of every:

(a) profit and loss statement

(b) balance sheet;

(d) auditor’s report

24.3 The EC will cause to be prepared and presented before each AGM a balance sheet and profit and loss account made up to date not more that 6 months before the date of the meeting.

24.4 The funds of the Association will be banked in the name of the Association in such bank as the EC directs.

24.5 Remuneration to the Association can consist of, but are not limited to;

(a) membership nomination fees and annual subscription fees;

(b) player nomination/registration fees;

(d) corporate subsides, sponsorship and advertisements’;

(e) government grants; and

(f) miscellaneous chargers for services rendered.

24.6 Books and accounts will be maintained showing correctly the financial affairs of the Association. The books will remain in the custody of the Chief Executive Officer except when being completed by the Treasurer of the Association or when delivered to the auditor for the purpose of their report or any other inspections required by them.

24.7 All other books, documents, instruments of title and securities of the Association will remain in the custody of a member of the EC as appointed by the EC.

24.8 All moneys will be banked as soon as possible after receipt.

24.9 All cheques or money paid by the Association will be singed, drawn accepted, endorsed or otherwise executed:

(a) where the amount is less than $1,000.00 by the Chief Executive Officer; and

(b) where the amount is over $1,000.00 by 2 members of the EC.

All members of the EC will be registered with the bank of the Association as appropriate signatures to the account.

24.10 Cheques shall be crossed “not negotiable” except those in payment of wages, allowance or petty cash recoupment which may be open.

24.11 The EC shall be determine the maximum amount of petty cash which shall be kept by the Chief Executive Officer. The amount is to be published in the Association’s by-laws.

24.12 All expenditure below the financial authority limit published in the by-laws of the Association must be approved or ratified by the Chief Executive Officer at an EC meeting.

24.13 All expenditure above the financial authority limit published in the by-laws of the Association must be approved by the EC at an EC meeting.

24.14 After the end of the financial year the Treasurer will cause to be prepared a statement containing particulars of the:

(a) income and expenditure for the financial year just ended; and

(b) assets and liabilities, mortgages, charges and securities affecting the property of the Association at the close of that year.

24.15 The EC will determine in accordance with the rules of this constitution what times and places and under what conditions or regulations the accounting and other records of the Association shall be open to inspection.

25 AUDIT

25.1 A qualified auditor(s) will be appointed and their duties regulated in accordance with this constitution.

26 DISTRIBUTION OF INCOME

26.1 The income and property of the Association will be used and applied solely in promotion of its objects and in the exercise of it powers.

26.2 Members of the Association will not receive any profit from the Association’s funds, assets, property, activities or other source.

26.3 Payments made by the Association include:

(a) payment of remuneration for services provided to the Association;

(b) payment for goods supplied in the ordinary course of the Association’s business;

(c) payment of interest not exceeding the rate being charged by bankers in Brisbane for overdrawn accounts on money lent;

(d) rent for premises leased to the Association; and

(e) any prize awarded to a member who is a successful competitor at a competition or event held by the Association or in which the Association takes part.

27 DISTRIBUTION UPON DISSOLUTION

27.1 If the Association is wound up in accordance with the Associations Incorporations Act 1981 then after satisfaction of all debts and liabilities of the Association any remaining property or other assets of the Association will be donated to another institution or body as determined by members of the Association and having objects similar to the Association provided that institution or body prohibits the distribution of its income and property among its members to an extent as great as is imposed by this constitution.

28 FINANCIAL RECORDS

28.1 The Association shall maintain accurate financial records of:

(a) receipts;

(b) expenditure;

(d) credits; and

(e) liabilities;

of the Association.

28.2 The financial records shall be open to inspection by members of the Association subject to reasonable restrictions as to the time and manner of inspection.

28.3 Each year the financial records and accounts of the Association will be examined by a qualified auditor who shall certify their correctness.

PART F – GENERAL

29 SEAL

29.1 The EC shall provide for the safe custody of the seal of the Association.

29.2 The seal shall be available at all meetings in the safe custody of a member of the EC.

29.3 The seal may only be used with the authority of:

(a) the EC; or

(b) a committee of members of the EC authorised by the EC.

29.4 Every instrument to which the seal is affixed will be signed by:

(a) a member of the EC; and

(b) (i) the Secretary; or

(ii) a second member of the EC; or

(iii) by some other person appointed by the EC for the purpose.

30 AMENDMENT OF CONSTITUTION

30.1 The rules of this constitution may be amended, rescind or added to by a special resolution carried at any general meeting in accordance with the Association Incorporations Act 1981.

30.2 No amendment, recession or addition is valid until submitted to and approved by the Under Secretary, Department of Consumer Affairs and Corrective Services, Brisbane.

31 NOTICE

31.1 Any notice required to be given to any member may be:

(a) served personally;

(b) sent by post to their registered address; or

31.2 Where a notice is sent by post, services of the notice shall be deemed to be effected by properly addressing, prepaying and posting:

(a) a letter containing the notice; or

(b) a periodical or other publication to which the notice is inserted or a supplement to.

31.3 Service of a notice of a meeting is deemed effected on the day on which a member is personally served or on the day after the date of it posting.

31.4 Notice of every Association meeting will be given to every member.

31.5 Notice of every AGM shall also be given to the present auditor of the Association.

32 LIABILITY AND INDEMNITY

32.1 Every member of the EC, auditor and other officer will be indemnified by the Association assets from liability arising out of the duties of the office which is incurred by them in defending any civil or criminal proceedings in which:

(a) judgment is given in their favour; or

(b) in which they are acquitted; or

in respect of any negligence, default, breach of duty or breach of trust.

32.2 Neither the Association, nor its members shall be liable or responsible for any injury suffered by any member taking part in the activities of the Association.

33 GENERAL

33.1 Every member shall be bound to promote, to the best of their ability, all the objects and interests of the Association on an equitable basis.

33.2 Every member binds themselves to observe and abide by this constitution and any by-laws of the Association.

33.3 Every member is entitled to receive any publication issued by the Association.